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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
___________________________ to ___________________________

Commission File Number 000-31503

EDEN ENERGY CORP.(Exact name of registrant as specified in its charter)

|Nevada                                                                | N/A                                    
|--------------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or
      organization)  | (IRS Employer Identification
      No.)
|                                                                      |                                        
|Suite 1660  1055 West Hastings
      St, Vancouver, British Columbia | V6E
      2E9                          
|(Address of principal executive offices)                              | (Zip Code)                             

604-568-4700
  (Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] YES    
[   ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

Large accelerated filer [   ]
    
    Accelerated
      filer                  
      [   ]Non-accelerated filer   [   ]
    (Do not check if a smaller
      reporting company)
    Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act [   ]
YES    [X] NO

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).[   ]YES    [   ]NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.[   ]
YES     [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date. 9,893,571
common shares issued and outstanding as of November 10, 2010

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PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim consolidated financial statements for the
nine month period ended September 30, 2010 form part of this quarterly report.
They are stated in United States Dollars (US$) and are prepared in accordance
with United States generally accepted accounting principles.

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EDEN ENERGY CORP.



Consolidated Financial Statements (Expressed in United
States dollars)

September 30, 2010

(Unaudited)

---

Eden Energy Corp. 
  Consolidated Balance Sheets

|                                                                                                                                   |   | September 30, |   |   | December 31, |  
|---------------------------------------------------------------------------------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                                                                                                   |   | 2010          |   |   | 2009         |  
|                                                                                                                                   |   | (Unaudited)   |   |   |              |  
|                                                                                                                                   |   |               |   |   |              |  
|Assets                                                                                                                             |   |               |   |   |              |  
|                                                                                                                                   |   |               |   |   |              |  
|Current Assets                                                                                                                     |   |               |   |   |              |  
|                                                                                                                                   |   |               |   |   |              |  
|Cash and
      cash equivalents                                                                                                    | $ | 413,327       |   | $ | 341,976      |  
|Accrued petroleum
      revenues                                                                                                   |   | 133,810       |   |   | 102,893      |  
|Other
      receivables                                                                                                            |   | 20,770        |   |   | 15,264       |  
|Prepaid expenses                                                                                                                   |   | 58,609        |   |   | 60,432       |  
|                                                                                                                                   |   |               |   |   |              |  
|Total Current Assets                                                                                                               |   | 626,516       |   |   | 520,565      |  
|                                                                                                                                   |   |               |   |   |              |  
|Oil and gas properties (Note 3)                                                                                                    |   | 2,861,440     |   |   | 3,525,365    |  
|Restricted cash (Note 8)                                                                                                           |   | 30,924        |   |   | 61,423       |  
|Equipment,
      net of depreciation of $58,408 (December 31, 2009 - $48,463)                                                      |   | 18,272        |   |   | 26,788       |  
|                                                                                                                                   |   |               |   |   |              |  
|Total Assets                                                                                                                       | $ | 3,537,152     |   | $ | 4,134,141    |  
|                                                                                                                                   |   |               |   |   |              |  
|Liabilities and Stockholders Equity                                                                                               |   |               |   |   |              |  
|                                                                                                                                   |   |               |   |   |              |  
|Current Liabilities                                                                                                                |   |               |   |   |              |  
|                                                                                                                                   |   |               |   |   |              |  
|Bank overdraft                                                                                                                     | $ | −             |   | $ | 58,679       |  
|Accounts
      payable                                                                                                             |   | 129,499       |   |   | 88,927       |  
|Loan payable (Note 4)                                                                                                              |   | 1,047,671     |   |   | 1,045,954    |  
|                                                                                                                                   |   |               |   |   |              |  
|Total Current Liabilities                                                                                                          |   | 1,177,170     |   |   | 1,193,560    |  
|                                                                                                                                   |   |               |   |   |              |  
|Asset
      retirement obligations                                                                                                 |   | 259,169       |   |   | 247,917      |  
|                                                                                                                                   |   |               |   |   |              |  
|Total
      Liabilities                                                                                                            |   | 1,436,339     |   |   | 1,441,477    |  
|                                                                                                                                   |   |               |   |   |              |  
|Contingencies and Commitments (Notes 1, 4, 6 and 7)                                                                                |   |               |   |   |              |  
|                                                                                                                                   |   |               |   |   |              |  
|Stockholders Equity                                                                                                               |   |               |   |   |              |  
|                                                                                                                                   |   |               |   |   |              |  
|Preferred Stock:     10,000,000
      preferred shares authorized, $0.001 par
      value     None issued                          |   | −             |   |   | −            |  
|                                                                                                                                   |   |               |   |   |              |  
|Common Stock: (Note 5)     200,000,000
      shares authorized, $0.001 par value     9,893,571
      shares issued and outstanding |   | 9,894         |   |   | 9,894        |  
|                                                                                                                                   |   |               |   |   |              |  
|Additional paid-in
      capital                                                                                                   |   | 50,463,667    |   |   | 50,463,667   |  
|                                                                                                                                   |   |               |   |   |              |  
|Accumulated other
      comprehensive income                                                                                       |   | 34,462        |   |   | 34,383       |  
|                                                                                                                                   |   |               |   |   |              |  
|Deficit                                                                                                                            |   | (48,407,210   | ) |   | (47,815,280  | )
|                                                                                                                                   |   |               |   |   |              |  
|Total
      Stockholders Equity                                                                                                   |   | 2,100,813     |   |   | 2,692,664    |  
|                                                                                                                                   |   |               |   |   |              |  
|Total
      Liabilities and Stockholders Equity                                                                                   | $ | 3,537,152     |   | $ | 4,134,141    |  

The accompanying notes are an integral part of these
consolidated statements F-1

---

Eden Energy Corp. Consolidated Statement of
Operations
  (Unaudited)

|                                                                    |   | Three Months  |   |   | Three Months  |   |   | Nine Months   |   |   | Nine Months   |  
|------------------------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                                                    |   | Ended         |   |   | Ended         |   |   | Ended         |   |   | Ended         |  
|                                                                    |   | September 30, |   |   | September 30, |   |   | September 30, |   |   | September 30, |  
|                                                                    |   | 2010          |   |   | 2009          |   |   | 2010          |   |   | 2009          |  
|                                                                    |   |               |   |   |               |   |   |               |   |   |               |  
|Revenue                                                             |   |               |   |   |               |   |   |               |   |   |               |  
|Oil
      and gas                                                   | $ | 271,138       |   | $ | 240,711       |   | $ | 974,217       |   | $ | 773,825       |  
|                                                                    |   |               |   |   |               |   |   |               |   |   |               |  
|Expenses                                                            |   |               |   |   |               |   |   |               |   |   |               |  
|Depletion and depreciation                                          |   | 63,223        |   |   | 86,580        |   |   | 226,247       |   |   | 343,869       |  
|General and administrative                                          |   | 102,208       |   |   | 150,480       |   |   | 312,071       |   |   | 560,459       |  
|Impairment loss on oil and gas properties                           |   | −             |   |   | −             |   |   | −             |   |   | 1,506,375     |  
|Interest expense (Note 4)                                           |   | 51,155        |   |   | 1,254         |   |   | 151,641       |   |   | 1,318         |  
|Management fees                                                     |   | 102,003       |   |   | 92,013        |   |   | 303,742       |   |   | 260,346       |  
|Oil and gas operating expenses                                      |   | 104,715       |   |   | 185,556       |   |   | 382,142       |   |   | 379,144       |  
|Production taxes                                                    |   | 12,085        |   |   | 10,740        |   |   | 48,438        |   |   | 35,486        |  
|Professional fees                                                   |   | 34,848        |   |   | 33,762        |   |   | 137,940       |   |   | 97,363        |  
|Operating expenses                                                  |   | 470,237       |   |   | 560,385       |   |   | 1,562,221     |   |   | 3,184,360     |  
|Loss before other income                                            |   | (199,099      | ) |   | (319,674      | ) |   | (588,004      | ) |   | (2,410,535    | )
|Other income                                                        |   |               |   |   |               |   |   |               |   |   |               |  
|Gain (loss) on foreign exchange                                     |   | (3,611        | ) |   | 2,104         |   |   | (4,166        | ) |   | 10,253        |  
|Loss on disposal of equipment                                       |   | −             |   |   | (83,662       | ) |   | −             |   |   | (87,017       | )
|Interest income                                                     |   | 79            |   |   | 148           |   |   | 240           |   |   | 443           |  
|Net loss                                                            |   | (202,631      | ) |   | (401,084      | ) |   | (591,930      | ) |   | (2,486,856    | )
|Other Comprehensive (Loss) Income                                   |   |               |   |   |               |   |   |               |   |   |               |  
|Foreign currency translation adjustment                             |   | 40            |   |   | 40            |   |   | 79            |   |   | (473          | )
|Comprehensive loss                                                  | $ | (202,591      | ) | $ | (401,044      | ) | $ | (591,851      | ) | $ | (2,487,329    | )
|                                                                    |   |               |   |   |               |   |   |               |   |   |               |  
|                                                                    |   |               |   |   |               |   |   |               |   |   |               |  
|Basic and diluted loss per share                                    | $ | (0.02         | ) | $ | (0.01         | ) | $ | (0.06         | ) | $ | (0.25         | )
|                                                                    |   |               |   |   |               |   |   |               |   |   |               |  
|Weighted average number of common shares outstanding (Note
      5) |   | 9,893,571     |   |   | 9,893,571     |   |   | 9,893,571     |   |   | 9,893,571     |  

The accompanying notes are an integral part of these
consolidated statements F-2

---

Eden Energy Corp. Consolidated Statement of Cash Flows

  (Unaudited)

|                                                            |   | Nine Months   |   |   | Nine Months   |  
|----------------------------------------------------------- | - | ------------- | - | - | ------------- | -
|                                                            |   | Ended         |   |   | Ended         |  
|                                                            |   | September 30, |   |   | September 30, |  
|                                                            |   | 2010          |   |   | 2009          |  
|                                                            |   |               |   |   |               |  
|Cash provided by (used in):                                 |   |               |   |   |               |  
|Operating Activities:                                       |   |               |   |   |               |  
|Net loss from operations                                    | $ | (591,930      | ) | $ | (2,486,856    | )
|Non-cash items:                                             |   |               |   |   |               |  
|Impairment of oil and
      gas properties                  |   | −             |   |   | 1,506,375     |  
|Depreciation                                                |   | 226,247       |   |   | 343,869       |  
|Loss on disposal of
      equipment                         |   | −             |   |   | 87,017        |  
|Changes in non-cash operating assets and liabilities:       |   |               |   |   |               |  
|Accrued petroleum
      revenues                            |   | (30,918       | ) |   | 6,676         |  
|Other receivables                                           |   | (5,507        | ) |   | 918,156       |  
|Prepaid expenses and
      other                            |   | 1,823         |   |   | 65,452        |  
|Accrued interest                                            |   | 1,717         |   |   | −             |  
|Accounts payable and accrued
      liabilities              |   | 40,574        |   |   | 147,421       |  
|                                                            |   | (357,994      | ) |   | 588,110       |  
|Investing Activities:                                       |   |               |   |   |               |  
|Restricted cash                                             |   | 30,499        |   |   | 80,000        |  
|Purchase of property and equipment                          |   | (1,430        | ) |   | −             |  
|Proceeds from sale of property and equipment                |   | −             |   |   | 1,650         |  
|Oil and gas property acquisition and exploration,
      net |   | 458,876       |   |   | (970,411      | )
|                                                            |   | 487,945       |   |   | (888,761      | )
|                                                            |   |               |   |   |               |  
|Financing Activities:                                       |   |               |   |   |               |  
|Bank overdraft                                              |   | (58,679       | ) |   | −             |  
|                                                            |   | (58,679       | ) |   | −             |  
|Effect of exchange rate changes on cash                     |   | 79            |   |   | (473          | )
|                                                            |   |               |   |   |               |  
|Change in cash and cash equivalents                         |   | 71,351        |   |   | (301,124      | )
|Cash and cash
      equivalents, beginning                  |   | 341,976       |   |   | 697,266       |  
|Cash and cash equivalents, ending                           | $ | 413,327       |   | $ | 396,142       |  
|                                                            |   |               |   |   |               |  
|Supplementary disclosure:                                   |   |               |   |   |               |  
|Interest paid                                               | $ | 147,872       |   | $ | −             |  
|Income taxes paid                                           | $ | −             |   | $ | −             |  

The accompanying notes are an integral part of these
consolidated statements F-3

---

Eden Energy Corp. September 30, 2010 Notes to the
Interim Consolidated Financial Statements 
  (Unaudited)

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The unaudited interim consolidated financial statements
      have been prepared by Eden Energy Corp. (the Company) in accordance with
      generally accepted accounting principles in the United States for interim
      financial information and conforms with the rules and regulations of the
      Security and Exchange Commission and reflects all adjustments (all of
      which are normal and recurring in nature) that, in the opinion of
      management, are necessary for fair presentation of the interim periods
      presented. The results of operations for the interim periods presented are
      not necessarily indicative of the results to be expected for any
      subsequent quarter or for the entire year ending December 31, 2010.
      Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with generally accepted
      accounting principles in the United States have been condensed or omitted.
      These unaudited interim consolidated financial statements and notes
      included herein should be read in conjunction with the Companys audited
      consolidated financial statements and notes for the year ended December
      31, 2009, included in the Companys Annual Report on Form 10-K. The
      accounting principles applied in the preparation of these interim
      consolidated financial statements are consistent with those applied for
      the year ended December 31, 2009.                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Companys interim consolidated financial statements
      are prepared on a going concern basis in accordance with generally
      accepted accounting principles in the United States which contemplates the
      realization of assets and discharge of liabilities and commitments in the
      normal course of business. With the exception of a minor positive cash
      flow in 2009, the Company has experienced negative cash flows from
      operations to date and has accumulated losses of $48,407,210 since
      inception including a loss for the current period of $591,930. To date the
      Company has funded operations through the issuance of capital stock and
      debt. Managements plan is to continue raising additional funds through
      future equity or debt financings, if available, as needed until the
      Company achieves profitable operations from its oil and gas activities.
      Natural gas prices continue to be depressed, particularly in the Companys
      operating area, and as a result there is uncertainty that further funding
      can be raised. The ability of the Company to continue its operations as a
      going concern is dependent on continuing to raise sufficient new capital
      to fund its exploration and development commitments and to fund ongoing
      losses if, as and when needed, and ultimately on generating profitable
      operations. These factors raise substantial doubt regarding the Companys
      ability to continue as a going concern. These financial statements do not
      include any adjustments to the recoverability and classification of
      recorded asset amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going
    concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | Recently Issued Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company has implemented all new accounting
      pronouncements that are in effect and that may impact its financial
      statements. Management does not believe that there are any other new
      accounting pronouncements that have been issued that might have a material
      impact on the Companys financial position or results of
  operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Oil and Gas Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Companys oil and gas acquisition, exploration and
      development activities are summarized as
follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|                               |  | September
      30, 2010 |   |  | December
      31, 2009 |  
|------------------------------ |  | ------------------------ | - |  | ----------------------- | -
|                               |  |                          |   |  | United                  |  
|                               |  | Canada                   |   |  | States                  |  
|                               |  | $                        |   |  | $                       |  
|Proven Properties              |  |                          |   |  |                         |  
|Acquisition costs              |  |                         |   |  | 1,657,588               |  
|Exploration costs              |  |                         |   |  | 22,787,157              |  
|Less:                          |  |                          |   |  |                         |  
|Accumulated depletion          |  |                         |   |  | (2,207,539              | )
|Accumulated impairment charges |  |                         |   |  | (19,691,285             | )
|                               |  |                         |   |  | 2,545,921               |  
|Unproven Properties            |  |                          |   |  |                         |  
|Acquisition costs              |  | 64,724                   |   |  | 3,126,986               |  
|Exploration costs              |  | 2,045,186                |   |  | 4,175,504               |  
|Less:                          |  |                          |   |  |                         |  
|Accumulated impairment charges |  | (1,462,241               | ) |  | (7,634,640              | )
|                               |  | 647,669                  |   |  | (332,150                | )
|Net Carrying Value             |  | 647,669                  |   |  | 2,213,771               |  

All of the Companys oil and gas
properties are located in the United States and Canada.

F-4

---

Eden Energy Corp. September 30, 2010 Notes to the
Interim Consolidated Financial Statements 
  (Unaudited)

|3. | Oil and Gas Properties (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Depletion expense  Proven Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Depletion expense for the nine months ended September 30,
      2010 of $205,049 (2009 - $302,627) was recorded in the U.S. cost center
      and $nil (2009 - $nil) was recorded in the Canadian cost center. None of
      the Companys unproven properties are subject to depletion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Impairment charges  Proven Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the nine months ended September 30, 2010, none of
      the Companys proven property costs were considered impaired. During the
      nine months ended September 30, 2009, the Companys proven property costs
      were considered impaired resulting in a $1,506,375 non-cash impairment
      charge.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On October 2, 2009, the Company entered into a loan
      agreement to borrow the principal sum of up to $1,000,000 (the Loan)
      from a company owned and controlled by the President and director. The
      Loan is secured pursuant to a general security agreement over all of the
      Companys assets. Funds drawn on the loan bear interest at 20% per annum,
      payable quarterly, commencing three months after receiving the funds. The
      undrawn amount of the Loan shall bear interest at the rate of 1% per
      month, payable quarterly commencing three months after the date of the
      Loan agreement. The Company received the initial draw of $500,000 on
      October 5, 2009, and the remaining $500,000 draw on October 21, 2009.
      Repayment of the principal amount of the Loan and any accrued and unpaid
      amounts and interest was to be made on the earlier of October 5, 2010,
      subject to extension upon mutual agreement, and an Event of Default, as
      that term is defined in the Loan agreement. On October 15, 2010, the
      Company entered into an amendment to the loan agreement to extend the due
      date for the Loan to April 5, 2010. As at September 30, 2010 $47,671
      (December 31, 2009 - $45,954) in accrued interest is owing on this loan.
      During the nine months ended September 30, 2010, the Company paid $147,872
      in interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On January 7, 2010, the Company effected a 1:5 reverse
      stock-split of the authorized, issued and outstanding common stock. As a
      result, the authorized share capital decreased from 100,000,000 shares of
      common stock with a par value of $0.001 to 20,000,000 shares of common
      stock with a par value of $0.001. The issued and outstanding share capital
      decreased from 49,467,856 shares of common stock to 9,893,571 shares of
      common stock. On August 3, 2010, the Company increased the authorized
      share capital to 200,000,000 shares of common stock with a par value of
      $0.001. All share amounts have been retroactively adjusted for all periods
      presented in the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the nine months ended September 30, 2010 and 2009,
      no new shares were issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the nine months ended September 30, 2010, the
      Company did not grant any stock options and options to acquire 450,000
      shares at $12.50 per share expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | At September 30, 2010, 510,000 stock options remained
      outstanding at prices between $3.00 and $12.50 per share, expiring between
      February 28, 2011 and January 22, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company entered into a Drilling and Development
      Agreement with EnCana Oil & Gas (USA), Inc. (EnCana) obliging the
      Company to conduct a continuous drilling program through future summer
      drilling seasons on the Ant Hill Property. Management estimated the
      program would consist of a minimum of six wells per season at a cost of
      approximately $1,500,000 per well. Due to the significant deterioration in
      natural gas selling prices in the Companys project area and the lack of
      capital, the Company suspended drilling operations for the 2009 drilling
      season. On August 12, 2009 the Company finalized negotiations with EnCana
      whereby EnCana agreed to extend the commencement date of the continuous
      drilling program to no later than July 1, 2010 and reimburse the Company a
      final $337,643 for their portion of Ant Hill pipeline and water gathering
      system costs (received December 17, 2009). In addition the Company and
      EnCana agreed to amend numerous terms of the Drilling & Development
      Agreement including to provide for the Company to pay actual water
      gathering and disposal costs, and for EnCana to construct future Well
      Connect Facilities. In the event the Company does not commence drilling in
      2010 and unless negotiated otherwise, the Companys current Drilling and
      Development Agreement and ability to drill future wells will terminate,
      and the Company will retain its interests in the current wells and
      properties earned to date. On June 30, 2010 the Company provided notice to
      EnCana that it would not drill additional earning wells nor continue the
      drilling program on the Ant Hill Unit in Colorado thus terminating its
      Drilling and Development Agreement effective July 1,
  2010.

F-5

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Eden Energy Corp. September 30, 2010 Notes to the
Interim Consolidated Financial Statements 
  (Unaudited)

|7. | Contingency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On January 5, 2010 the Company received a Writ of Notice,
      a Statement of Claim, and a Garnishing Order Before Judgement relating to
      its past office premises and lease termination made on September 9, 2009
      claiming arrears rent and accelerated rent overdue of $109,273 plus
      damages. The Company filed a statement of defense disputing the claims on
      February 1, 2010 and while the matter still continues, the outcome at this
      time is not determinable. The loss, if any, from the outcome of the above,
      could include the claim of $109,273 plus costs and damages, less an
      approximate $49,500 held as a rent deposit and will be recorded in the
      period when such determination or settlements are made.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | Restricted Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | As at September 30, 2010 restricted cash consists of
      $30,924 (CAD$32,500) (December 31 2009: $61,423) for security for
      corporate credit cards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Certain insignificant items presented for comparative
      purposes have been reclassified to conform to the presentation adopted in
      the current period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-6

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Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
common shares refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated,
the terms "we", "us", "our" and "Eden" mean Eden Energy Corp. and/or our
subsidiaries, unless otherwise indicated.

General Overview

Our company, Eden Energy Corp., was incorporated in the State
of Nevada on January 29, 1999, under the name E-Com Technologies Corp. On June
16, 2004 we effected a 2 for 1 stock split of our common stock and our preferred
stock. On August 6, 2004 we changed our name to Eden Energy Corp. and increased
our authorized capital to 100,000,000 shares of common stock having a $0.001 par
value and 10,000,000 shares of preferred stock having a $0.001 par value. On
January 7, 2010 we effected a share consolidation of our authorized and issued
and outstanding shares of common stock on a five (5) old for one (1) new basis,
such that our authorized capital decreased from 100,000,000 shares of common
stock with a par value of $0.001 to 20,000,000 shares of common stock with a par
value of $0.001 and, correspondingly, our issued and outstanding shares of
common stock decreased from 49,467,856 shares of common stock to 9,893,571
shares of common stock. On May 20, 2010, our Board of Directors approved an
amendment to our Articles to increase our authorized share capital to
200,000,000 common shares with a par value of $0.001 per share. This increase in
authorized capital received approval of the requisite stockholders of our Shares
at our Annual and Special Meeting held in Vancouver BC, Canada on August 3,
2010. Our authorized capital now consists of 200,000,000 shares of common stock
having a $0.001 par value and 10,000,000 shares of preferred stock having a
$0.001 par value.

From mid 2004 through to mid 2008 we were an exploration stage
oil and gas company engaged in the exploration for petroleum and natural gas in
the State of Nevada and in the Province of Alberta, Canada. Effective September
2006 we commenced with a natural gas development-drilling program in the White
River Dome, Ant Hill Unit located in the Piceance Basin in Colorado. The White
River Dome project became our primary focus of activity mid 2008 due to the
belief it represented the combination of good commercial returns while providing
a large number of low risk development locations. We commenced receiving
revenues from our White River Dome project during 2008 and have moved from an
exploration stage company to an operating company. In conjunction with our
partners we continue to monitor exploration activities in Alberta, Canada.

Net production from continuing operations for the quarter ended
September 30, 2010 was approximately 50,500 Mcfe as compared to approximately
58,000 Mcfe for the quarter ended September 30, 2009. Revenues recognized increased due to higher commodity prices received to $271,138
for the quarter ended September 30, 2010 as compared to $240,711 for the quarter
ended September 30, 2009.

3

---

The past two years decline in natural gas prices has impaired
the valuation of our Colorado assets and has eroded our access to reserve based
financing for continued drilling in Colorado. The commencement date for our
continuous drilling program in Colorado was extended to no later than July 1,
2010. On June 30, 2010 we provided notice to EnCana we would not drill
additional earning wells nor continue the drilling program in Colorado thus
terminating our Drilling and Development Agreement effective July 1, 2010. In
conjunction with the Unit operator, Management continues to evaluate production
data from its wells prior to making future decisions. Management plans to
continue to review other potential exploration projects, which may be presented
to them from time to time.

In order to continue operating we entered into a loan agreement
whereby under certain terms and conditions we could borrow up to a $1,000,000
from a company owned and controlled by our president. As of December 31, 2009 we
had borrowed the full amount. Ongoing production related issues and the
depressed state of natural gas prices continue to challenge our revenue
projections and estimates of operating cash flows. Additional funds to meet loan
retirement obligations and to cover future costs of company operations will be
required when the loan comes due on April 5, 2011, if not earlier. There is
uncertainty that further funding can be raised when necessary or that the loan
can be extended upon maturity.

Due to the implementation of British Columbia Instrument 51-509
on September 30, 2008 by the British Columbia Securities Commission, we have
been deemed to be a British Columbia based reporting issuer. As such, we are
required to file certain information and documents at www.sedar.com.

Our Current Business

We are primarily focused and engaged in managing the White
River Dome, Ant Hill Unit Project in Colorado. We expect to continue to monitor
our exploration projects pursuant to our participation agreements with our
partners.

White River Dome, Ant Hill Unit Drilling and Development
  Project  Colorado

The White River Dome, Ant Hill Project is a natural gas
development-drilling program located in the Piceance Basin of western Colorado.
Through agreements entered into September 1, 2006 and August 31, 2007 we have an
85% working interest in these prospective lands, and Eden carries EnCana for 15%
of the total well cost in each new well drilled on 40-acre drill site
quarter/quarter section. For each well drilled, Eden earned a 100% interest in a
diagonal 40-acre tract, located in the same 160-acre quarter section. EnCana
retains its 100% interest in the two remaining offset locations in each 160-acre
drilling block. On July 26, 2010 Koch Exploration Company LLC was designated
Unit Operator of the Ant Hill Unit assuming all rights, duties and obligations
of the resigning Unit Operator, EnCana.

After the initial four locations were drilled, Eden elected to
develop 4 additional 160-acre drilling blocks on acreage outside the existing
PAs under the same terms, which initiated Edens continuing drilling
commitment. There are 34 potential 160-acre drilling blocks outside of the
existing PAs that have not been developed, resulting in 68 potential drilling
locations on what is effectively 40-acre spacing. There is also the potential to
develop the field on 20-acre spacing, which would provide for another 68
drilling locations. On June 30, 2010 we provided notice to EnCana that we would
not drill additional earning wells nor continue the drilling program in Colorado
thus terminating our Drilling and Development Agreement effective July 1, 2010.
As a result of this election Eden will conduct no further well earning
operations in the Ant Hill Unit, but will continue to manage its interests in
the current wells and properties earned to date. Properties earned to date
include the potential to drill up to 8 offset well locations, one for each of
the 8 wells already drilled. This election has not impaired the remaining
carrying value of proven reserves.

Ant Hill Unit  Colorado

The primary targets are the Cameo Coal and Williams Fork
Sandstones of the Cretaceous Mesaverde Group, found at an average depth of 8,100
feet. As of January 1, 2010 cumulative production from the field is in excess of
82.5 Bcfe from 162 wells, with current production averaging 6.5
MMcf/d from 106 active wells. Typical well life in the field is in the range of
20  25 years. Gas from the Ant Hill unit typically contains about 25% carbon
dioxide, which is removed at a local natural gas treatment plant. Drilling and
completion costs have historically been in the $2,000,000 range per well
throughout the field, though with service costs declining due to general
economic conditions, we estimate costs now to be in the $1,500,000 range.
Operations in the White River Dome Field are largely prohibited in the winter
months.

4

---

On February 5, 2010 we received an independent reserve report
from MHA Petroleum Consultants Inc., of Lakewood, Colorado, which was effective
January 1, 2010. Using an average of 2009 monthly actual received oil and gas
prices in accordance with SEC criteria, net to Eden, the report assigned our
eight proved developed producing wells net reserves of 2.05 Bcfe with a PV10
value of $2.88 million. Our eight associated proved and undeveloped well
locations were not included in the SEC report as they are uneconomical to
develop using the current SEC reserve criteria. As an alternative evaluation,
effective January 1, 2010 in accordance with the current Canadian Oil and Gas
Handbook NI 51-101 reserve evaluation criteria, which uses the Sproule December
31, 2009 oil and gas price forecast, MHA Petroleum Consultants Inc. assigned
Eden net reserves of 6.6 Bcfe with a pre tax PV 10 value of $13.81 million.

Noah Project - Nevada

From August 2004 to July 2008 we conducted an exploration
program in Nevada, which cumulated in the drilling of the Noah Federal #1 well
in the spring of 2008. Though the well encountered its target formation, log
analysis and the lack of oil or gas shows did not support further testing and
our project in Nevada was terminated. Accordingly, we recognized total
impairment of $8,398,382 related to the Noah project during the year ended
December 31, 2008. Subsequently, we assigned all our rights, title, and
interests to our partners in the project area.

On September 20, 2010 we received a refund of $332,150 from our
joint venture partner relating to road and site reclamation costs which we had
prepaid by AFE when drilling was initially scheduled to commence. A remaining
$25,000 has been held by our partner to cover final site reclamation costs,
which all or some may be refunded if final costs are less than $25,000. More
detailed information on this project is available in our 2008 and 2009 year end
filings.

Cherry Creek Project - Nevada

On October 21, 2005, we commenced with a second exploration
project in Nevada called Cherry Creek. On July 28, 2008, subsequent to the Noah
well drilling and after a careful review of the technical aspects involved, we
terminated the project. Accordingly, we recognized total impairment of $876,195
related to the Cherry Creek project during the year ended December 31, 2008.
Subsequently, we assigned all our rights, title, and interests to our partner in
the project area. More detailed information on this project is available in our
2008 and 2009 year end filings.

Chinchaga Project  Alberta

From March 13, 2006 to February 2007 in conjunction with our
partners, we conducted an exploration program in Alberta, which cumulated with
drilling two exploratory wells. Both wells were plugged and abandoned in early
2007 and we recognized total impairment of $1,462,214 relating to the dry wells.
By drilling these wells we have earned an interest in certain lands for
potential future exploration. At this time no further decisions on continuing
exploration in the area have been made. More detailed information on this
project is available in our 2008 and 2009 year end filings.

Cash Requirements

For the next twelve-month period we expect to monitor our
exploration projects in Alberta as our joint venture agreements provide for. We
expect to review other potential exploration projects from time to time as they
are presented to us.

5

---

In Colorado, we hold 640 gross acres in our White River Dome,
Ant Hill Unit development-drilling project. We have assigned our interests to
our partners in the Noah and Cherry Creek projects in Nevada. In Alberta we have
interests in approximately 23,000 gross acres of leases pursuant to our joint
venture exploration agreements.

Our current focus of activity is managing our well program in
Colorado and over the next twelve-month period we have not budgeted for
exploration expenditures.

The past two years decline in natural gas prices has led to a
significant write down in the valuation of our Colorado assets. Ongoing
production related issues and the current depressed state of natural gas prices
are challenging our revenue projections and estimates of operating cash flows.
We expect cash flows for the next twelve-month period to be in a range of
$750,000, which we anticipate will not provide adequate operating cash flow for
the period. For the quarter ending September 30, 2010 we had received or accrued
approximately $271,138 from gas, oil, and natural gas liquid sales from our
production wells.

Management has rationalized corporate costs where possible in
an attempt to better align them with expected future revenues. We anticipate we
will not have adequate operating cash flow for the next twelve month period.
Additional funds to meet obligations and to cover the costs of company
operations will be required in future and there is uncertainty that further
funding can be raised.

Our net cash used in financing activities during the nine
months ended September 30, 2010 was $58,679 as compared to $Nil used during the
nine months ended September 30, 2009.

We will require additional funds in the future to maintain
operations and further funds to implement our growth strategy in our gas
development operations. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is still no assurance that we will be able to
maintain operations at a level sufficient for an investor to obtain a return on
his investment in our common stock. Further, we may continue to be unprofitable.

In order to proceed with past settlement plans and provide
working capital, on October 2, 2009 we entered into a loan agreement to borrow
the principal sum of up to US$1,000,000 from a company owned and controlled by
Donald Sharpe, our President and a Director. The Loan is secured pursuant to a
general security agreement over all of the Companys assets, also dated
effective October 2, 2009.

The loan available to us was to be drawn down in an initial
draw of $500,000 and, upon the provision of 30 days written notice, further
draws of not less than $50,000, to an aggregate maximum of $1,000,000. The
initial draw was confirmed received by the company on October 7, 2009 and a
subsequent draw of $500,000 was confirmed received on October 21, 2009.

The loan bears interest from the date any funds are advanced to
the date of full repayment of all amounts outstanding under the Loan, at 20% per
annum. Interest shall be payable quarterly, in arrears, commencing January 5,
2010, and quarterly thereafter, for the initial draw. For subsequent draws,
interest shall be payable three months after such draws, in arrears, and
quarterly thereafter. The undrawn amount of the Loan shall bear interest at the
rate of 1% per month, which amount shall be payable quarterly, commencing three
months after the date of the Loan agreement.

We were required to repay the principal amount of the Loan and
all accrued and unpaid amounts and interest on the earlier to occur of October
5, 2010, subject to extension upon mutual agreement, or an Event of Default
occurring as defined in the agreement. This repayment date has now been extended
to April 5, 2011. We may prepay the Loan in whole or in part, at any time and
from time to time without notice, bonus or penalty.

Over the next twelve months we expect to expend funds as
follows:

6

---

Estimated Net Expenditures During the Next Twelve Months

$General, Administrative, and Corporate
      Expenses
    
    750,000Interim Loan Interest Expense
    
    150,000Interim Loan Retirement
    
    1,000,000Ant Hill Unit Lease Operating Expenses
    
    360,000Total
    
    2,260,000


We have recurring losses from operations. The continuation of
our company is dependent upon our company attaining and maintaining profitable
operations and raising additional capital as needed.

The continuation of our business is dependent upon obtaining
further financing, a successful program of exploration and/or development, and,
finally, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.

There are no assurances that we will be able to obtain further
funds required for our continued operations. As noted herein, we are pursuing
various financing alternatives to meet our immediate and long-term financial
requirements. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment
(excluding oil and gas activities) over the twelve months ending September 30,
2011 other than office computers, furnishings, and communication equipment as
required.

Research and Development

We have incurred $nil in research and development expenditures
over the last two fiscal years.

Employees

Currently our only employees are our directors and officers. We
do and will continue to outsource contract employment as needed. With project
advancement and if we are successful in any exploration or drilling programs, we
may retain additional employees.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved with the following aspects
  of our financial statements is critical to an understanding of our financial
statements.

7

---

Basis of Presentation and Consolidation

These consolidated financial statements and related notes are
presented in accordance with accounting principles generally accepted in the
United States, and are expressed in United States dollars. Our company has
produced significant revenue from its principal business and in fiscal years
prior to December 31, 2008 was considered an Exploration Stage Company, as
defined by Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 915 Development Stage Entities. These financial
statements include the accounts of the Company and its wholly owned
subsidiaries, Frontier Exploration Ltd. (Frontier), Southern Frontier
Explorations Ltd. (Southern), companies incorporated and based in the State of
Nevada, Eden Energy (North) Ltd. (Eden North), a company incorporated and
based in the Province of Alberta, Canada, and Eden Energy Colorado LLC (Eden
Colorado), a company incorporated and based in the State of Colorado. All
intercompany transactions and balances have been eliminated. Our fiscal year-end
is December 31.

Use of Estimates

The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Our company regularly evaluates estimates and assumptions. Our
company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by our company may differ materially and adversely from our
companys estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be affected.
The most significant estimates with regard to these financial statements relate
to recoverable values of oil and gas properties, stock-based compensation,
convertible notes, the provision for income taxes, depreciation, depletion and
asset retirement obligations.

Cash and Cash Equivalents

Our company considers all highly liquid instruments with
maturity of three months or less at the time of issuance to be cash equivalents.

Foreign Currency Translation

Our companys and its United States subsidiaries functional
and reporting currency is the United States dollar. The functional currency of
our companys Canadian subsidiary is the Canadian dollar. The financial
statements of the subsidiary are translated to United States dollars in
accordance with ASC 830 Foreign Currency Translation Matters using
period-end rates of exchange for assets and liabilities, and average rates of
exchange for the period for revenues and expenses. Translation gains (losses)
are recorded in accumulated other comprehensive income as a component of
stockholders equity. Foreign currency transaction gains and losses are included
in current operations. Gains and losses arising on translation or settlement of
foreign currency denominated transactions or balances are included in the
determination of income. Foreign currency transactions are primarily undertaken
in Canadian dollars. Our company has not, to the date of these financials
statements, entered into derivative instruments to offset the impact of foreign
currency fluctuations.

Asset Retirement Obligations

Our company accounts for asset retirement obligations in
accordance with the provisions of ASC 440 Asset Retirement and Environmental
Obligations. ASC 440 requires our company to record the fair value of an
asset retirement obligation as a liability in the period in which it incurs an
obligation associated with the retirement of tangible long-lived assets that
result from the acquisition, construction, development and/or normal use of the
assets.

8

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The estimated fair value of the asset retirement obligation is
based on the current cost escalated at an inflation rate and discounted at a
credit adjusted risk-free rate. This liability is capitalized as part of the
cost of the related asset and amortized over its useful life. The liability
accretes until our company settles the obligation.

Oil and Gas Properties

Our company utilizes the full cost method to account for its
investment in oil and gas properties. Accordingly, all costs associated with
acquisition, exploration and development of oil and gas reserves, including such
costs as leasehold acquisition costs, capitalized interest costs relating to
unproved properties, geological expenditures, tangible and intangible
development costs including direct internal costs are capitalized to the full
cost pool. When our company commences production from established proven oil and
gas reserves, capitalized costs, including estimated future costs to develop the
reserves and estimated abandonment costs, net of salvage, will be depleted on
the units-of-production method using estimates of proved reserves. Investments
in unproved properties and major development projects including capitalized
interest, if any, are not depleted until proved reserves associated with the
projects can be determined. If the future exploration of unproved properties are
determined uneconomical the amount of such properties are added to the
capitalized cost to be depleted.

The capitalized costs included in the full cost pool are
subject to a "ceiling test", which limits such costs to the aggregate of the
estimated present value, using a ten percent discount rate, of the future net
revenues from proved reserves, based on current economic and operating
conditions plus the lower of cost and estimated net realizable value of unproven
properties.

Sales of proved and unproved properties are accounted for as
adjustments of capitalized costs with no gain or loss recognized, unless such
adjustments would significantly alter the relationship between capitalized costs
and proved reserves of oil and gas, in which case the gain or loss is recognized
in the statement of operations.

Property and Equipment

Property and equipment is recorded at net cost of $18,272 (2009
- $26,788) less accumulated depreciation of $58,408 (2009 - $48,463).
Depreciation is recorded on the straight-line basis over five years.

Long-Lived Assets

In accordance with ASC 360, Property Plant and
Equipment", the carrying value of intangible assets and other long-lived
assets is reviewed on a regular basis for the existence of facts or
circumstances that may suggest impairment. Our company recognizes impairment
when the sum of the expected undiscounted future cash flows is less than the
carrying amount of the asset. Impairment losses, if any, are measured as the
excess of the carrying amount of the asset over its estimated fair value.

Loss Per Share

Our company computes net loss per share in accordance with ASC
260 "Earnings per Share" which requires presentation of both basic and
diluted earnings per share (EPS) on the face of the statement of operations.
Basic EPS is computed by dividing net loss available to common shareholders by
the weighted average number of shares outstanding during the period. Diluted EPS
gives effect to all dilutive potential common shares outstanding during the
period including convertible debt, stock options, and warrants, using the
treasury stock method. Diluted EPS excludes all dilutive potential shares if
their effect is anti dilutive. Shares underlying these securities totaled
approximately 510,000 as of November 12, 2010. Diluted loss per share figures
are equal to those of basic loss per share for each period since the effects of
convertible debt, stock options and warrants have been excluded as they are
anti-dilutive.

9

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Other Comprehensive Income (Loss)

ASC 220, Comprehensive Income, establishes standards
for the reporting and display of comprehensive loss and its components in the
financial statements. For the quarter ended September 30, 2010 and 2009, the
only components of comprehensive income (loss) were foreign currency translation
adjustments.

Financial Instruments

The Companys financial instruments consist principally of cash
and cash equivalents, accrued petroleum revenues, other receivables, accounts
payable, and loan payable. Pursuant to ASC 820, Fair Value Measurements and
Disclosures and ASC 825, Financial Instruments, the fair value of our cash
equivalents is determined based on Level 1 inputs, which consist of quoted
prices in active markets for identical assets. Management believes that the
recorded values of all of our other financial instruments approximate their
current fair values because of their nature and respective relatively short
maturity dates or durations.

Income Taxes

Our company follows the liability method of accounting for
income taxes as set forth in ASC 740, Income Taxes. Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of assets and liabilities and their respective tax balances.
Deferred tax assets and liabilities are measured using enacted or substantially
enacted tax rates expected to apply to the taxable income in the years in which
those differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the date of enactment or substantive
enactment.

Debt Issue Costs

In accordance with the Accounting Principles Board Opinion 21
Interest on Receivables and Payables, our company recognizes debt issue
costs on the balance sheet as deferred charges, and amortizes the balance over
the term of the related debt. Our company follows the guidance in the EITF 95-13
Classification of Debt Issue Costs in the Statement of Cash Flows and
classifies cash payments for debt issue costs as a financing activity. During
the quarter ended September 30, 2010 our company recognized amortization expense
of $nil.

Stock  Based Compensation

Our company has a stock-based compensation plan, whereby stock
options are granted in accordance with the policies of the stock option plan.
Our company records stock-based compensation in accordance with ASC 718
Compensation  Stock Based Compensation, using the fair value method.

All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. Equity
instruments issued to employees and the cost of the services received as
consideration are measured and recognized based on the fair value of the equity
instruments issued.

Revenue Recognition

Oil and natural gas revenues are recorded using the sales
method whereby our company recognizes oil and natural gas revenue based on the
amount of oil and gas sold to purchasers when title passes, the amount is
determinable and collection is reasonably assured. Actual sales of gas are based
on sales, net of the associated volume charges for processing fees and for costs
associated with delivery, transportation, marketing, and royalties in accordance
with industry standards. Operating costs and taxes are recognized in the same
period of which revenue is earned.

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Going Concern

In 2008 we commenced receiving revenues from the White River
Dome project and at mid-year we concluded our Nevada exploration projects.
Reflecting these operational changes, as at December 31, 2008 we moved from an
exploration stage company to an operating company. However, due to early
production instability with our new wells in the White River Dome field and a
dramatic decline in oil and gas selling prices through 2008 and into 2009, we
continue to have operating losses and do not have substantial positive cash flow
from our operating activities. Based on the current level of natural gas prices
and the outlook ahead, we anticipate an operating cash short fall sometime
within the next twelve month period. Reserve based debt financing for further
development became unavailable to us due to the decline in natural gas selling
prices from prior levels and effective July 1, 2010 our Drilling and Development
Agreement in Colorado was terminated. We anticipate that additional funding will
be required in the form of equity financing from the sale of our common stock or
through debt financing from our directors, although we cannot provide investors
with any assurance that we will be able to raise sufficient funding from the
sale of our common stock or through a loan from our directors. We currently do
not have any firm arrangements in place for any future debt or equity financing.
On October 14, 2010 we agreed with our Company president to an extension to his
Companies $1 million loan to April 5, 2011. Though we have been successful in
the past raising funding, we may not be successful in future in order to
maintain operations. We have reduced overhead costs where possible in attempt to
match anticipated future revenues; however ongoing commitments and a certain
level of fixed costs make further reductions challenging to realize.

Results of Operations  Three Months Ended September 30,
2010 and 2009

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended
September 30, 2010, which are included herein.

Our operating results for the three months ended September 30,
2010, for the three months ended September 30, 2009 and the changes between
those periods for the respective items are summarized as follows:

Three Months Ended
      September 30, 2010
    Three Months Ended
      September 30, 2009
    Change Between Three Month
      Period Ended September 30, 2010 and
      September 30, 2009Revenue
    $        
      271,138
    $        
      240,711
    $        
        
      30,427Depletion, depreciation and amortization
    63,223
    86,580
    (23,357)General and administrative
    102,208
    150,480
    (48,272)Interest expense
    51,155
    1,254
    49,901Impairment loss on oil and gas properties
    Nil
    Nil
    NilManagement fees
    102,003
    92,013
    9,990Oil and gas operating expenses
    104,715
    185,556
    (80,841)Production taxes
    12,085
    10,740
    1,345Professional Fees
    34,848
    33,762
    1,086Other income(loss)
    (3,532)
    (81,410)
    77,878Gain (loss) on foreign exchange
    (3,611)
    2,104
    (5,715)Loss on disposal of equipment
    Nil
    (83,662)
    83,662


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Interest income
    79
    148
    (69)Net loss
    (202,631)
    (401,084)
    198,453


Our accumulated losses increased to $48,407,210 as of September
30, 2010. Our financial statements report a net loss of $202,631 for the three
month period ended September 30, 2010 compared to a net loss of $401,084 for the
three month period ended September 30, 2009. Our losses have decreased primarily
as a result of higher selling prices received combined with ongoing
rationalization initiatives. Our company also recognized depletion, depreciation
and amortization of its capitalized oil and gas expenditures of $63,223 during
the three months ended September 30, 2010, compared to $86,580 for the three
months ended September 30, 2009. The depletion rate for Colorado production for
the three months ended September 30, 2010 was $1.11/mcfe.

Results of Operations  Nine months Ended September 30, 2010
and 2009

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended
September 30, 2010, which are included herein.

Our operating results for the nine months ended September 30,
2010, for the nine months ended September 30, 2009 and the changes between those
periods for the respective items are summarized as follows:

Nine months Ended
      September 30, 2010
    Nine months Ended
      September 30, 2009
    Change Between Nine month
      Period Ended September 30, 2010 and
      September 30, 2009Revenue
    $          
      974,217
    $          
      773,825
    $          
      200,392Depletion, depreciation and amortization
    226,247
    343,869
    (117,622)General and administrative
    312,071
    560,459
    (248,388)Interest expense
    151,641
    1,318
    150,323Impairment loss on oil and gas properties
    Nil
    1,506,375
    (1,506,375)Management fees
    303,742
    260,346
    43,396Oil and gas operating expenses
    382,142
    379,144
    2,998Production taxes
    48,438
    35,486
    12,952Professional Fees
    137,940
    97,363
    40,577Other income(loss)
    (3,926)
    (76,321)
    72,395Gain (loss) on foreign exchange
    (4,166)
    10,253
    (14,419)Loss on disposal of equipment
    Nil
    (87,017)
    87,017Interest income
    240
    443
    (203)Net loss
    (591,930)
    (2,486,856)
    1,894,926


As at September 30, 2010, we had $1,177,170 in current
liabilities. Our net cash used in operating activities for the nine months ended
September 30, 2010 was ($357,994) compared to $588,110 provided by operating
activities in the nine months ended September 30, 2009. Our accumulated losses
increased to $48,407,210 as of September 30, 2010. Our financial statements
report a net loss of $591,930 for the nine month period ended September 30, 2010
compared to a net loss of $2,486,856 for the nine month period
ended September 30, 2009. Our losses have decreased primarily as a result of
rationalization initiatives and a decrease in impairment of oil and gas
properties of $Nil for the nine months ended September 30, 2010 as compared to
$1,506,375 for the nine months ended September 30, 2009. Our company also
recognized depletion, depreciation and amortization of its capitalized oil and
gas expenditures of $226,247 during the nine months ended September 30, 2010,
compared to $343,869 for the nine months ended September 30, 2009. The depletion
rate for Colorado production for the nine months ended September 30, 2010 was
$1.22 /mcfe.

12

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Our total liabilities as of September 30, 2010 were $1,436,339
as compared to total liabilities of $1,441,477 as of December 31, 2009. The
$5,138 decrease was largely due to a decrease in bank overdraft from $58,679 as
at December 31, 2009 to $Nil as at September 30, 2010; offset against an
increase in accounts payable from $88,927 as at December 31, 2009 to $129,499 as
at September 30, 2010.

During the nine month period ended September 30, 2010 we
recovered a net $458,876  on exploration, development and acquisition of our oil
and gas properties as compared to $970,411 spent during the nine month period
ended September 30, 2009. Of this amount $1,026 was attributable to acquisition
costs (2009 - $21,574), and $459,902  net recovered (2009 - $239,378 spent) was
attributable to exploration and development costs incurred, net of recoveries,
during the nine months ended September 30, 2010.

Liquidity and Financial Condition

Working Capital

|                    |   | At            |   |  | At           |  
|------------------- | - | ------------- | - |  | ------------ | -
|                    |   | September 30, |   |  | December 31, |  
|                    |   | 2010          |   |  | 2009         |  
|Current assets      | $ | 626,516       |   |  | 520,565      |  
|Current liabilities |   | 1,177,170     |   |  | 1,193,560    |  
|Working capital     | $ | (550,654      | ) |  | (672,995     | )

Cash Flows

|                                                            |   | Nine months Ended |  
|----------------------------------------------------------- | - | ----------------- | -
|                                                            |   | September 30      |  
|                                                            |   | 2010              |  
|Cash flows provided by (used in) operating
      activities | $ | (357,995          | )
|Cash flows provided by (used in) investing activities       |   | 487,946           |  
|Cash flows provided by (used in) financing
      activities |   | (58,679           | )
|Effect of exchange rate changes on cash                     |   | 79                |  
|Net increase (decrease) in cash during period               | $ | 71,351            |  

Operating Activities

Net cash used in operating activities was $357,995 in the nine
months ended September 30, 2010 compared with net cash provided by operating
activities of $588,110 in the same period in 2009. The decrease in net cash
provided by operating activities of $230,115 is mainly because in the nine
months ended September 30, 2009, an amount of $918,156 was received relating to
other receivables. No such comparable amount was received in the nine months
ended September 30, 2010.

Investing Activities

Net cash provided by investing activities was $487,946 in the
nine months ended September 30, 2010 compared to net cash used in investing
activities of $888,761 in the same period in 2009. The decrease in cash used of
$1,376,707 in investing activities is mainly attributable to a
decrease in oil and gas acquisition and exploration activity, net of recoveries.

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Financing Activities

Net cash used in financing activities was $58,679 in the nine
months ended September 30, 2010 compared to $Nil used in financing activities in
the same period in 2009. The difference in cash used of $58,679 in financing
activities is mainly attributed to a repayment of a bank overdraft during the
period.

Oil and gas sales volume comparisons for the nine months
ended September 30, 2010 compared to the nine months ended June 10, 2009

For the nine months ended September 30, 2010 net production
from continuing operations was approximately 50,500 Mcfe as compared to
approximately 58,000 Mcfe for the nine months ended September 30, 2009. Due to
higher commodity prices we recognized oil and gas sales of approximately
$271,138 for the nine months ended September 30, 2010 as compared to
approximately $240,711 in the same period in 2009.

Item 4. Controls and Procedures

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president and
chief executive officer (who is acting as our principal executive officer) and
our chief financial officer (who is acting as our principal financial officer
and principle accounting officer) to allow for timely decisions regarding
required disclosure.

As of September 30, 2010, the end of the quarter covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (also our principal executive officer) and our
secretary, treasurer and chief financial officer (also our principal financial
and accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. It should be noted that due to an
unprecedented economic downturn, which began in late 2008, management in early
2009 implemented significant rationalizing initiatives within the company in
attempts to bring costs in line with the reduced revenues being received and
expected in the periods ahead. As the effectiveness of the companys controls
and procedures was to a degree dependant on a level of personnel and operations
prior to rationalizing efforts, it is possible managements rationalizing
initiatives consequently affected these controls. Through the subsequent periods
and the quarter covered by this report, due to these rationalizing efforts,
senior management became more directly involved with all aspects of company
operations and processes. Based on the foregoing, our president (also our
principal executive officer) and our secretary, treasurer and chief financial
officer (also our principal financial and accounting officer) believe that our
disclosure controls and procedures were still effective as of the end of the
period covered by this quarterly report in providing reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordances with US generally
accepted accounting principles.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during our quarter ended September 30, 2010
that have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

On December 21, 2009 Ontrea Inc. filed an action in the courts
of British Columbia, Canada against Eden Canada Holdings Ltd., a registered name
of Eden Energy Corp. in Canada, claiming arrears rent and accelerated rent
overdue of $109,273 plus damages. Eden Canada Holdings Ltd. filed its Statement
of Defense on February 1, 2010 disputing the claims and while the matter still
continues the outcome is not determinable at this time. The loss, if any, from
the outcome of the above, could include the claim of $109,273 plus costs and
damages, less an approximate $49,500 held as a rent deposit by Ontrea Inc. and
will be recorded in the period when such determination or settlements are
made.

Other than this, we know of no material, existing or pending
legal proceedings against us, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our company.

Item 1A. Risk Factors

Our business operations are subject to a number of risks and
uncertainties, including, but not limited to those set forth below:

We have had negative cash flows from operations If we are
unable to obtain financing in the amounts and on terms deemed acceptable to us,
we may be unable to continue our business and as a result may be required to
scale back or cease operations for our business, the result of which would be
that our stockholders would lose some or all of their investment.

To date we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements and have incurred losses totaling approximately $591,930
for the quarter ended September 30, 2010, and cumulative losses of $48,407,210
to September 30, 2010. As of September 30, 2010 we had a working capital deficit
of $550,654. Other than for possibly a few months where our production rates are
higher and commodity prices remain firm, we do not expect positive cash flow
from operations in the next twelve month period and there is no assurance that
actual cash requirements will not exceed our estimates, or that our sales
projections will be realized as estimated. In particular, additional capital may
be required in the event that:

- drilling and completion costs for
further wells increase beyond our expectations; or

- commodity prices for our production
decline beyond our expectations; or

- production levels do not meet our
expectations; or

- we encounter greater costs associated
with general and administrative expenses or offering costs.

The occurrence of any of the aforementioned events could
adversely affect our ability to meet our business plans.

We will depend almost exclusively on outside capital to pay for
the continued exploration and development of our properties. Such outside
capital may include the sale of additional stock and/or commercial borrowing.
Capital may not continue to be available if necessary to meet these continuing
development costs or, if the capital is available, that it will be on terms
acceptable to us. The issuance of additional equity securities by us would
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

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If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may be unable to continue our business and as
a result may be required to scale back or cease operations for our business, the
result of which would be that our stockholders would lose some or all of their
investment.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our continued
operations. Any reduction in our ability to raise equity capital in the future
would force us to reallocate funds from other planned uses and would have a
significant negative effect on our business plans and operations, including our
ability to develop new products and continue our current operations. If our
stock price declines, we may not be able to raise additional capital or generate
funds from operations sufficient to meet our obligations.

We have a history of losses and fluctuating operating
results. We expect to continue to incur operating losses and negative cash flow
until we receive significant commercial production from our properties

From inception through to September 30, 2010, we have incurred
aggregate losses of approximately $48,407,210. Our loss from operations for the
nine months ended September 30, 2010 was $591,930. There is no assurance that we
will operate profitably or will generate positive cash flow in the future. In
addition, our operating results in the future may be subject to significant
fluctuations due to many factors not within our control, such as the
unpredictability of when customers will purchase our production and/or services,
the size of customers purchases, the demand for our production and/or services,
and the level of competition and general economic conditions. If we cannot
generate positive cash flows in the future, or raise sufficient financing to
continue our normal operations, then we may be forced to scale down or even
close our operations. Until such time as we generate significant revenues, we
expect an increase in development costs and operating costs. Consequently, we
expect to continue to incur operating losses and negative cash flow until we
receive significant commercial production from our properties.

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We have limited history of revenues from operations and have
limited significant tangible assets. We have yet to generate positive earnings
and there can be no assurance that we will ever operate profitably. Our company
has a limited operating history and must still be considered in the early
development stage. The success of our company is significantly dependent on a
successful acquisition, drilling, completion and production program. Our
companys operations will be subject to all the risks inherent in the
establishment of a developing enterprise and the uncertainties arising from the
absence of a significant operating history. We may be unable to locate
recoverable reserves, extract the reserves economically, and/or operate on a
profitable basis. We are in the early development stage of an operating company
and potential investors should be aware of the difficulties normally encountered
by enterprises in the development stage. If our business plan is not successful,
and we are not able to operate profitably, investors may lose some or all of
their investment in our company.

Trading of our stock may be restricted by the SEC's "Penny
Stock" regulations, which may limit a stockholder's ability to buy and sell our
stock.

The U.S. Securities and Exchange Commission has adopted
regulations which generally define "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors." The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of, our common stock.

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The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholder's ability
to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.

Trading in our common shares on the OTC Bulletin Board is
limited and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments.

Our common shares are currently listed for public trading on
the OTC Bulletin Board. The trading price of our common shares has been subject
to wide fluctuations. Trading prices of our common shares may fluctuate in
response to a number of factors, many of which will be beyond our control. The
stock market has generally experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance
of companies with no current business operation. There can be no assurance that
trading prices and price earnings ratios previously experienced by our common
shares will be matched or maintained. These broad market and industry factors
may adversely affect the market price of our common shares, regardless of our
operating performance.

In the past, following periods of volatility in the market
price of a company's securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in substantial
costs for us and a diversion of management's attention and resources.

Because of the early stage of development and the nature of
our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally
because of the nature of our business and the early stage of our development. We
have largely been engaged in the business of exploring and until only recently
attempting to develop commercial reserves of oil and gas. Our Alberta property
is in the exploration stage and without known reserves of oil and gas. Only our
Colorado properties have commenced production and due to depressed natural gas
prices are proving uneconomical to develop. We have not generated significant
revenues nor have we realized a profit from our operations to date and there is
little likelihood that we will generate significant revenues or realize any
profits in the short term. Any profitability in the future from our business
will be dependent upon attaining adequate levels of internally generated
revenues through locating and developing economic reserves of oil and gas, which
itself is subject to numerous risk factors as set forth herein. Since we have
not generated adequate revenues, we will have to raise additional monies through
either securing industry reserve based debt financing, or the sale of our equity securities or debt, or
combinations of the above in order to continue our business operations.

17

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As our properties are in the exploration and early
development stage there can be no assurance that we will establish commercial
discoveries and/or profitable production programs on these properties.

Exploration for economic reserves of oil and gas is subject to
a number of risk factors. Few properties that are explored are ultimately
developed into producing oil and/or gas wells. Our past Nevada properties have
been fully impaired and our Alberta properties are in the exploration stage only
and are without proven reserves of oil and gas. We may not establish commercial
discoveries on these properties. Our Colorado property is in early stage
development drilling and is proving uneconomical for us to continue drilling.

The potential profitability of oil and gas ventures depends
upon factors beyond the control of our company.

The potential profitability of oil and gas properties is
dependent upon many factors beyond our control. For instance, world prices and
markets for oil and gas are unpredictable, highly volatile, potentially subject
to governmental fixing, pegging, controls, or any combination of these and other
factors, and respond to changes in domestic, international, political, social,
and economic environments. Additionally, due to worldwide economic uncertainty,
the availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. These changes and events
may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations.
A productive well may become uneconomic in the event water or other deleterious
substances are encountered which impair or prevent the production of oil and/or
gas from the well. In addition, production from any well may be unmarketable if
it is impregnated with water or other deleterious substances. The marketability
of oil and gas, which may be acquired or discovered, will be affected by
numerous factors beyond our control. These factors include the proximity and
capacity of oil and gas pipelines and processing equipment, market fluctuations
of prices, taxes, royalties, land tenure, allowable production and environmental
protection. These factors cannot be accurately predicted and the combination of
these factors may result in our company not receiving an adequate return on
invested capital.

Competition in the oil and gas industry is highly
competitive and there is no assurance that we will be successful in
acquiring the leases.

The oil and gas industry is intensely competitive. We compete
with numerous individuals and companies, including many major oil and gas
companies, which have substantially greater technical, financial and operational
resources and staff. Accordingly, there is a high degree of competition for
desirable oil and gas leases, suitable properties for drilling operations and
necessary drilling equipment, as well as for access to funds. We cannot predict
if the necessary funds can be raised or that any projected work will be
completed. Our budget does not anticipate the potential acquisition of
additional acreage in Alberta although this may change at any time without
notice. This acreage may not become available or if it is available for leasing,
that we may not be successful in acquiring the leases. There are other
competitors that have operations in these areas and the presence of these
competitors could adversely affect our ability to acquire additional leases.

The marketability of natural resources will be affected by
numerous factors beyond our control, which may result in us not receiving an
adequate return on invested capital to be profitable or viable.

The marketability of natural resources, which may be acquired
or discovered by us, will be affected by numerous factors beyond our control.
These factors include market fluctuations in oil and gas pricing and demand, the
proximity and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of oil and gas and environmental protection regulations.
The exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital to be profitable or viable.

18

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Oil and gas operations are subject to comprehensive
regulation, which may cause substantial delays or require capital outlays in
excess of those anticipated causing an adverse effect on our company.

Oil and gas operations are subject to federal, state, and local
laws relating to the protection of the environment, including laws regulating
removal of natural resources from the ground and the discharge of materials into
the environment. Oil and gas operations are also subject to federal, state, and
local laws and regulations, which seek to maintain health and safety standards
by regulating the design and use of drilling methods and equipment. Various
permits from government bodies are required for drilling operations to be
conducted; no assurance can be given that such permits will be received.
Environmental standards imposed by federal, provincial, or local authorities may
be changed and any such changes may have material adverse effects on our
activities. Moreover, compliance with such laws may cause substantial delays or
require capital outlays in excess of those anticipated, thus causing an adverse
effect on us. Additionally, we may be subject to liability for pollution or
other environmental damages, which it may elect not to insure against due to
prohibitive premium costs and other reasons. To date we have not been required
to spend any material amount on compliance with environmental regulations.
However, we may be required to do so in future and this may affect our ability
to expand or maintain our operations.

Governmental Regulations

Our oil and gas operations are subject to various United States
and Canadian federal, state/provincial and local governmental regulations.
Matters subject to regulation include discharge permits for drilling operations,
drilling and abandonment bonds, reports concerning operations, the spacing of
wells, and pooling of properties and taxation. From time to time, regulatory
agencies have imposed price controls and limitations on production by
restricting the rate of flow of oil and gas wells below actual production
capacity in order to conserve supplies of oil and gas. The production, handling,
storage, transportation and disposal of oil and gas, by-products thereof, and
other substances and materials produced or used in connection with oil and gas
operations are also subject to regulation under federal, state, provincial and
local laws and regulations relating primarily to the protection of human health
and the environment. To date, expenditures related to complying with these laws,
and for remediation of existing environmental contamination, have not been
significant in relation to the results of operations of our company. The
requirements imposed by such laws and regulations are frequently changed and
subject to interpretation, and we are unable to predict the ultimate cost of
compliance with these requirements or their effect on our operations.

Exploration and production activities are subject to certain
environmental regulations, which may prevent or delay the commencement or
continuance of our operations.

In general, our exploration and production activities are
subject to certain federal, state and local laws and regulations relating to
environmental quality and pollution control. Such laws and regulations increase
the costs of these activities and may prevent or delay the commencement or
continuance of a given operation. Compliance with these laws and regulations has
not had a material effect on our operations or financial condition to date.
Specifically, we are subject to legislation regarding emissions into the
environment, water discharges and storage and disposition of hazardous wastes.
In addition, legislation has been enacted which requires well and facility sites
to be abandoned and reclaimed to the satisfaction of state authorities. However,
such laws and regulations are frequently changed and we are unable to predict
the ultimate cost of compliance. Generally, environmental requirements do not
appear to affect us any differently or to any greater or lesser extent than
other companies in the industry.

We believe that our operations comply, in all material
respects, with all applicable environmental regulations.

Our operating partners maintain insurance coverage customary to
the industry; however, we are not fully insured against all possible
environmental risks.

Exploratory and development drilling involves many risks and
we may become liable for pollution or other liabilities, which may have an
adverse effect on our financial position.

Drilling operations generally involve a high degree of risk.
Hazards such as unusual or unexpected geological formations, power outages,
labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain
suitable or adequate machinery, equipment or labor, and other risks are
involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure
or which it may elect not to insure. Incurring any such liability may have a
material adverse effect on our financial position and operations.

19

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Any change to government regulation/administrative practices
may have a negative impact on our ability to operate and our profitability.

The laws, regulations, policies or current administrative
practices of any government body, organization or regulatory agency in the
United States, Canada, or any other jurisdiction, may be changed, applied or
interpreted in a manner which will fundamentally alter the ability of our
company to carry on our business.

The actions, policies or regulations, or changes thereto, of
any government body or regulatory agency, or other special interest groups, may
have a detrimental effect on us. Any or all of these situations may have a
negative impact on our ability to operate and/or our profitably.

Our By-laws contain provisions indemnifying our officers and
directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the
indemnification of our officers and directors against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
actually and reasonably incurred by him, including an amount paid to settle an
action or satisfy a judgment in a civil, criminal or administrative action or
proceeding to which he is made a party by reason of his being or having been one
of our directors or officers.

Investors' interests in our company will be diluted and
investors may suffer dilution in their net book value per share if we issue
additional shares or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of 20,000,000
shares of common stock with a par value of $0.001 and 10,000,000 shares of
preferred stock with a par value of $0.001. In the event that we are required to
issue any additional shares or enter into private placements to raise financing
through the sale of equity securities, investors' interests in our company will
be diluted and investors may suffer dilution in their net book value per share
depending on the price at which such securities are sold. If we issue any such
additional shares, such issuances also will cause a reduction in the
proportionate ownership and voting power of all other shareholders. Further, any
such issuance may result in a change in our control.

Our By-laws do not contain anti-takeover provisions, which
could result in a change of our management and directors if there is a take-over
of our company.

We do not currently have a shareholder rights plan or any
anti-takeover provisions in our By-laws. Without any anti-takeover provisions,
there is no deterrent for a take-over of our company, which may result in a
change in our management and directors.

As a result of a majority of our directors and officers are
residents of other countries other than the United States, investors may find it
difficult to enforce, within the United States, any judgments obtained against
our company or our directors and officers.

Other than our operations office in Denver, Colorado, we do not
currently maintain a permanent place of business within the United States. In
addition, a majority of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons' assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against our company or our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof.

20

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Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

|Exhibit | Description                                                                                                                                                                                        
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                    
|        |                                                                                                                                                                                                    
|(3)     | (i) Articles of
      Incorporation; and (ii) Bylaws                                                                                                                                               
|        |                                                                                                                                                                                                    
|3.1     | Articles of Incorporation (incorporated by reference from
      our Registration Statement on Form 10-SB, filed on September 11, 2000).                                                            
|        |                                                                                                                                                                                                    
|3.2     | Bylaws (incorporated by reference from our Registration
      Statement on Form 10-SB, filed on September 11, 2000).                                                                               
|        |                                                                                                                                                                                                    
|3.3     | Certificate of Amendment filed with the Secretary of
      State of Nevada on June 16, 2004 (incorporated by reference from our
      Quarterly Report on Form 10-QSB filed on November 22, 2004). 
|        |                                                                                                                                                                                                    
|3.4     | Certificate of Amendment filed with the Secretary of
      State of Nevada on August 6, 2004 (incorporated by reference from our
      Quarterly Report on Form 10-QSB filed on November 22, 2004).
|        |                                                                                                                                                                                                    
|(4)     | Instruments defining rights of security holders,
      including indentures                                                                                                                        
|        |                                                                                                                                                                                                    
|4.1     | 2004 Stock Option Plan (incorporated by reference from
      our Form S-8, filed on October 8, 2004).                                                                                              
|        |                                                                                                                                                                                                    
|4.2     | Amended 2004 Stock Option Plan (incorporated by reference
      from our Current Report filed on Form 8- K filed on January 23, 2008)                                                              
|        |                                                                                                                                                                                                    
|(10)    | Material Contracts                                                                                                                                                                                 
|        |                                                                                                                                                                                                    
|10.1    | Form of Stock Option Agreement entered into with the
      following individuals (incorporated by reference from our Quarterly Report
      on Form 10-QSB filed on August 12, 2005):              
|        |                                                                                                                                                                                                    
|        | Donald Sharpe John Martin Neil Maedel Drew
      Bonnell                                                                                                                                           
|        |                                                                                                                                                                                                    
|10.2    | Participation Agreement with Merganser Limited
      (incorporated by reference from our Current Report on Form 8-K filed on
      November 10, 2005).                                             

21

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|Exhibit | Description                                                                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                           
|10.3    | Joint Participating Agreement with Chamberlain
      Exploration Development and Research Stratigraphic Corporation dba Cedar
      Strat Corporation (incorporated by reference from our Current Report on
      Form 8- K filed on February 21, 2006).**
|        |                                                                                                                                                                                                                                                           
|10.4    | Amended Management Consulting Agreement dated February
      28, 2006 and made effective February 1, 2006 with Drew Bonnell
      (incorporated by reference from our Current Report on Form 8-K filed on
      March 10, 2006).                          
|        |                                                                                                                                                                                                                                                           
|10.5    | Amended Management Consulting Agreement dated February
      28, 2006 and made effective February 1, 2006 with Donald Sharpe
      (incorporated by reference from our Current Report on Form 8-K filed on
      March 10, 2006).                         
|        |                                                                                                                                                                                                                                                           
|10.6    | Farmout and Option Agreement with Suncor dated March 7,
      2006 (incorporated by reference from our Current Report on Form 8-K filed
      on March 17, 2006).**                                                                                       
|        |                                                                                                                                                                                                                                                           
|10.7    | Management Agreement with Freestone Energy LLC dated May
      1, 2006 (incorporated by reference from our Current Report on Form 8-K
      filed on May 2, 2006).                                                                                        
|        |                                                                                                                                                                                                                                                           
|10.8    | Stock Option Agreement with Larry Kellison dated May 1,
      2006 (incorporated by reference from our Current Report on Form 8-K filed
      on May 2, 2006).                                                                                            
|        |                                                                                                                                                                                                                                                           
|10.9    | Amended Management Consulting Agreement dated December
      21, 2006 and made effective January 1, 2007 with Drew Bonnell
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 22, 2006).                        
|        |                                                                                                                                                                                                                                                           
|10.10   | Amended Management Consulting Agreement dated December
      21, 2006 and made effective January 1, 2007 with D. Sharpe Management Inc.
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 22, 2006).           
|        |                                                                                                                                                                                                                                                           
|10.11   | Form of Stock Option Agreement with Donald Sharpe, Drew
      Bonnell, John Martin and Larry Kellison (incorporated by reference from
      our Current Report on Form 8-K filed on December 22, 2006).                                                   
|        |                                                                                                                                                                                                                                                           
|10.12   | Form of Stock Option Agreement with Paul Mitchell, Kim
      Lloyd and Olga Bespalaja (incorporated by reference from our Current
      Report on Form 8-K filed on December 22, 2006).                                                                   
|        |                                                                                                                                                                                                                                                           
|10.13   | Participation Agreement dated February 14, 2007 with
      Suncor Energy Inc., Grand Banks Energy Corporation and Dejour Energy
      (Alberta) Ltd. (incorporated by reference from our Current Report on Form
      8-K filed on February 23, 2007).    
|        |                                                                                                                                                                                                                                                           
|10.14   | Amended Management Consulting Agreement dated December
      21, 2006 and made effective January 1, 2007 with Freestone Energy LLC
      (incorporated by reference from our Current Report on Form 8-K filed on
      February 23, 2007).                
|        |                                                                                                                                                                                                                                                           
|10.15   | Form of Stock Option Agreement with Ralph Stensaker
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 22, 2006).                                                                                               
|        |                                                                                                                                                                                                                                                           
|10.16   | Agreement Starlight Oil & Gas LLC and Starlight
      Operating Company, Inc. effective August 31, 2007 (incorporated by
      reference from our Current Report on Form 8-K filed on September 11,
      2007).                                          
|        |                                                                                                                                                                                                                                                           
|10.17   | Amended Management Consulting Agreement dated December
      21, 2007 and made effective January 1, 2008 with D. Sharpe Management Inc.
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 28, 2007).           
|        |                                                                                                                                                                                                                                                           
|10.18   | Amended Management Consulting Agreement dated December
      21, 2007 and made effective January 1, 2008 with Drew Bonnell
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 28, 2007).                        
|        |                                                                                                                                                                                                                                                           
|10.19   | Amended Management Consulting Agreement dated December
      21, 2007 and made effective January 1, 2008 with Larry Kellison.
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 28, 2007).                     

22

---

|Exhibit | Description                                                                                                                                                                                                                                                                          
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                      
|10.20   | Form of Note
        and Warrant Amendment Agreement dated January 17, 2008 (incorporated by
        reference from our Current Report on Form 8-K filed on January 23, 2008).                                                                                                       
|        |                                                                                                                                                                                                                                                                                      
|10.21   | Form of Stock
        Option Agreement with Donald Sharpe, Drew Bonnell, John Martin, Ralph
        Stensaker, Larry Kellison, Kim Lloyd, Olga Bespalaja and Paul Mitchell
        (incorporated by reference from our Current Report on Form 8-K filed on
        January 23, 2008).
|        |                                                                                                                                                                                                                                                                                      
|10.22   | Note and Warrant
        Amendment Agreement dated February 8, 2008 with RAB Special Situations
        (Master) Fund Limited (incorporated by reference from our Current Report
        on Form 8-K filed on February 14, 2008).                                                    
|        |                                                                                                                                                                                                                                                                                      
|10.23   | Form of Note
        and Warrant Amendment Agreement dated April 2, 2008 (incorporated by reference
        from our Current Report on Form 8-K filed on April 4, 2008).                                                                                                             
|        |                                                                                                                                                                                                                                                                                      
|10.24   | Executive Employment
        Agreement between the company and Larry Kellison executed July 18, 2008
        and dated effective January 1, 2008 (incorporated by reference from our
        Current Report on Form 8-K filed on July 22, 2008).                                     
|        |                                                                                                                                                                                                                                                                                      
|10.25   | First Amendment
        of Agent Operator Agreement 2008 (incorporated by reference from our Quarterly
        Report on Form 10-Q filed on August 14, 2009).                                                                                                                        
|        |                                                                                                                                                                                                                                                                                      
|10.26   | Fourth Amendment
        of Drilling and Development Agreement (incorporated by reference from
        our Quarterly Report on Form 10-Q filed on August 14, 2009).                                                                                                                  
|        |                                                                                                                                                                                                                                                                                      
|10.27   | Letter Agreement
        with En Cana Oil and Gas (USA) Inc (incorporated by reference from our
        Quarterly Report on Form 10-Q filed on August 14, 2009).                                                                                                                     
|        |                                                                                                                                                                                                                                                                                      
|10.28   | Loan Agreement
        between Eden Energy Corp. and D Sharpe Management Inc., dated effective
        October 2, 2009 (incorporated by reference from our Quarterly Report on
        Form 10-Q filed on October 16, 2009).                                                         
|        |                                                                                                                                                                                                                                                                                      
|10.29   | General Security
        Agreement between Eden Energy Corp. and D Sharpe Management Inc., dated
        effective October 2, 2009 (incorporated by reference from our Quarterly
        Report on Form 10-Q filed on October 16, 2009).                                             
|        |                                                                                                                                                                                                                                                                                      
|(14)    | Code of Ethics                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                      
|14.1    | Code of Business
        Conduct and Ethics (incorporated by reference from our Annual Report on
        Form 10- KSB filed on April 14, 2004).                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                      
|(31)    | Rule 13a-14(a)/15d-14(a)
        Certifications                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                      
|31.1*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                      
|31.2*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Drew Bonnell                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                      
|(32)    | Section 1350
        Certifications                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                      
|32.1*   | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                      
|32.2*   | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of Drew Bonnell                                                                                                                                                                                                   

* Filed herewith.

**Certain parts of this document have not been disclosed and
have been filed separately with the Secretary, Securities and Exchange
Commission, and is subject to a confidential treatment request pursuant to Rule
24b-2 of the Securities Exchange Act of 1934.

23

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                         | EDEN ENERGY CORP.                         
|------------------------ | ------------------------------------------
|                         | (Registrant)                              
|                         |                                           
|                         |                                           
|Dated: November 10, 2010 | /s/
      Donald Sharpe                   
|                         | Donald Sharpe                             
|                         | President                                 
|                         | (Principal Executive Officer)             
|                         |                                           
|                         |                                           
|                         |                                           
|Dated: November 10, 2010 | /s/
      Drew Bonnell                    
|                         | Drew Bonnell                              
|                         | Secretary, Treasurer and CFO              
|                         | (Principal Financial Officer and Principal
|                         | Accounting Officer)                       

24

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